Entertainment

What Went Wrong With Facebook's IPO?

Facebook's initial public offering is off to a less than spectacular start, to put it generously. The stock closed at $31 on its third day Tuesday, down 18% from its initial offer price of $38, which valued the company just above $100 billion.

Facebook's revised IPO prospectus, and the relatively poor performance of other social media stocks in 2011, may have further dampened investors' enthusiasm for the stock.

Now, conjectures about the reasons for Facebook's spiraling stock performance are growing more sinister. In a report published Tuesday, Reuters suggested that Morgan Stanley, the lead underwriter on Facebook's public offering, told its top clients most likely to place large orders for Facebook stock that the bank's analysts were cutting their revenue forecasts for the company just days before the IPO. That may explain, in part, why demand for Facebook stock has been weaker than expected.

The problem, as Reuters points out, is that Morgan Stanley isn't allowed to publish earnings estimates until 40 days after the IPO. It's not illegal for Morgan Stanley to give major clients a verbal preview of those estimates per se, but it does seem, as Business Insider's Henry Blodget claims, "grossly unfair" to retail investors and the market as a whole.

But why reduce revenue forecasts in the first place? It's an unusual move, and additionally alarming because all three of Facebook's underwriters — Morgan Stanley, JP Morgan and Goldman Sachs — did so after Facebook released a small and vague revision to its IPO prospectus May 9, cautioning investors about its lack of monetization strategy for mobile. The disclosure reads:

"Based upon our experience in the second quarter of 2012 to date, the trend we saw in the first quarter of DAUs increasing more rapidly than the increase in number of ads delivered has continued. We believe this trend is driven in part by increased usage of Facebook on mobile devices where we have only recently begun showing an immaterial number of sponsored stories in News Feed, and in part due to certain pages having fewer ads per page as a result of product decisions."

As Blodget points out, it seems "inconceivable that all three analysts could have read the language above and concluded independently that Facebook's Q2 was weak and therefore decided to take the highly unusual step of cutting estimates in the middle of a company's IPO roadshow."

So what happened? Citing "a source," Blodget says analysts cut their estimates "because a Facebook executive told them to." Finra regulations forbid Morgan Stanley from sharing its revenue projections with Facebook, but there's nothing that forbids Facebook from telling Morgan Stanley that their projections may be too high, or from Morgan Stanley passing that information on to their clients.

A spokesperson would only tell CNBC that the bank was "in compliance with all applicable regulations" regarding Facebook's IPO.

Morgan Stanley may not have done anything illegal, but the rocky IPO does cast doubts on Facebook's second-quarter revenue expectations, and it's likely that doubt will be further reflected in Facebook's stock price in the coming days. Should analysts' estimates, which will be made public in 36 days, prove less bearish than the signs above indicate, the stock could reverse its downward trend. But the going promises to be uncertain until then.

Bonus: Facebook’s Road to IPO

Facebook's Road to IPO

2004: First Offers Turned Down

Facebook launches with humble beginnings that most people have seen dramatized in The Social Network by now. It was a small social site backed by only a little money, and limited just to the undergrads at Harvard. Right out of the gate, Facebook turned down offers from an unknown investor and Friendster, each offering $10 million. This was, of course, when the company was still called TheFacebook.

2005: Serious Interest

By 2005, “TheFacebook” was becoming more and more interesting to potential investors. They waved off bids from the likes of NBC, The Washington Post Group, and two separate attempts from both MySpace and Viacom/MTV.

2006: Microsoft & Yahoo Come Calling

Facebook became more legitimized as it moved into more colleges, and then expanded to the public. Microsoft signed a large advertising deal with Facebook, an event that began a long, positive relationship between the two companies.

Just a month later, Yahoo made a $1 billion offer to buy Facebook, but it was rebuffed after Yahoo’s stock dropped and the company had to lower to $800 million.

2007: Forging an Alliance

After a lucrative advertising relationship, Microsoft invests heavily in Facebook, putting in $240 million for 1.6% stake in the company. This raised Facebook’s estimated worth to $15 billion, after only three years of existence. Despite this, Zuckerberg said the possibility of an IPO is “years out.”

March 2010: Zuckerberg Talks IPO Rumors

November 2010: Valuation Climbs

Trading on secondary markets suggests Facebook is the third most valuable web company in the United States. As private investors sold their stakes, valuations of the company soared as high as $56 billion.

January 2011: First IPO Moves

Goldman Sachs and Digital Sky Technologies drop a massive $500 million cash infusion into Facebook, pushing its value upwards of $50 billion. According to USA Today, that valuation exceeds companies like eBay and Nike.

Facebook also launches an $1.5 billion equity offering through Goldman Sachs, letting some private investors buy a piece of Facebook.

Facebook announced it was purchasing popular photo-sharing service Instagram for $1 billion in April. The deal was reportedly brokered by Zuckerberg himself, and was a major acquisition for the company.

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